-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BYNUh2OBzAbtByRY6hqyG6nT78iOXhvRxKFB2qgYME8vTh3M6KvrV8RhH1lMSD7r XfVTtZe3BxdJJZBzaJPz9A== 0000921530-99-000206.txt : 19991022 0000921530-99-000206.hdr.sgml : 19991022 ACCESSION NUMBER: 0000921530-99-000206 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991021 GROUP MEMBERS: BRUCE S. KOVNER GROUP MEMBERS: CAXTON ASSOCIATES, L.L.C GROUP MEMBERS: CAXTON INTERNATIONAL LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: P F CHANGS CHINA BISTRO INC CENTRAL INDEX KEY: 0001039889 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 860815086 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54977 FILM NUMBER: 99731957 BUSINESS ADDRESS: STREET 1: 5090 N 40TH ST STE 160 CITY: PHOENIX STATE: AZ ZIP: 85018 MAIL ADDRESS: STREET 1: 5090 N. 40TH ST STREET 2: SUITE 160 CITY: PHOENIX STATE: AZ ZIP: 85018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAXTON INTERNATIONAL LTD CENTRAL INDEX KEY: 0001014708 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 315 ENTERPRISE DR CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092757200 MAIL ADDRESS: STREET 1: 315 ENTERPRISE DR CITY: PLAINSBORO STATE: NJ ZIP: 08536 SC 13G 1 SC 13G RE P. F. CHANG'S CHINA BISTRO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) P.F. CHANG'S CHINA BISTRO, INC. _______________________________ (Name of Issuer) Common Stock, No Par Value ______________________________ (Title of Class of Securities) 69333Y108 ______________ (CUSIP Number) October 6, 1999 _____________________________________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 of 11 Pages Exhibit Index: Page 9 SCHEDULE 13G CUSIP No. 69333Y108 Page 2 of 11 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Caxton International Limited 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization British Virgin Islands 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 547,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 5.4% 12 Type of Reporting Person* CO; IC * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69333Y108 Page 3 of 11 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Caxton Associates, L.L.C. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power Number of 559,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 559,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 559,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 5.5% 12 Type of Reporting Person* 00 (Limited Liability Company); IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69333Y108 Page 4 of 11 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Bruce S. Kovner 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 559,000 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 559,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 559,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 5.5% 12 Type of Reporting Person* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 11 Pages Item 1(a) Name of Issuer: P.F. Chang's China Bistro, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 5090 North 40th Street Suite 160 Phoenix, AZ 85018 Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Caxton International Limited ("Caxton International") (ii) Caxton Associates, L.L.C. ("Caxton Associates"). Caxton Associates is the trading advisor to Caxton International and also serves as Managing Member of a domestic private investment company (together with Caxton International, the "Caxton Accounts") and, as such, has voting and dispositive power with respect to the investments of the Caxton Accounts. (iii) Mr. Bruce S. Kovner. Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation. Caxton Corporation is the Manager and majority owner of Caxton Associates. As a result of the foregoing, Mr. Kovner may be deemed beneficially to own the securities of the Issuer managed by Caxton Associates for the Caxton Accounts. Item 2(b) Address of Principal Business Office or, if None, Residence: (i) The address of Caxton International is c/o Leeds Management Services Ltd., 129 Front Street, Hamilton HM12, Bermuda. (ii) The address of Caxton Associates is c/o Caxton Corporation, 315 Enterprise Drive, Plainsboro, New Jersey 08902. (iii) The business address of Mr. Kovner is 667 Madison Avenue, New York, NY 10021. Item 2(c) Citizenship: (i) Caxton International is a British Virgin Islands corporation. (ii) Caxton Associates is a Delaware limited liability company. (iii) Mr. Kovner is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, no par value. Page 6 of 11 Pages Item 2(e) CUSIP Number: 69333Y108 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: Not applicable Item 4. Ownership: (a) Amount beneficially owned: The amount of shares of Common Stock beneficially owned by Caxton International is 547,000. The amount of shares of Common Stock considered to be beneficially owned by Caxton Associates by reason of its voting and dispositive powers is 559,000. Mr. Kovner may also be deemed to beneficially own such shares (see Response to Item 2(a)(ii)). (b) Percent of Class: Caxton International beneficially owns approximately 5.4% of the Class of Common Stock. Caxton Associates beneficially owns approximately 5.5% of the Class of Common Stock. (c) Number of shares as to which Caxton International has:
(i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Number of shares as to which Caxton Associates has: (i) Sole power to vote or to direct the vote: 559,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 559,000 (iv) Shared power to dispose or to direct the disposition of: 0 Number of shares as to which Mr. Kovner has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 559,000 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 559,000
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Page 7 of 11 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. Item 10. Certification: By signing below each of the Reporting Persons hereby certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 11 Pages SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: Ocotber 21, 1999 CAXTON INTERNATIONAL LIMITED By:/S/ NITIN AGGARWAL _________________________________________ Name: Nitin Aggarwal Title: President By:/S/ MAXWELL QUINN _________________________________________ Name: Maxwell Quinn Title: Director and Secretary CAXTON ASSOCIATES, L.L.C. By:/S/ SCOTT BERNSTEIN _________________________________________ Name: Scott Bernstein Title: Vice President and General Counsel BRUCE S. KOVNER By:/S/ PETER P. D'ANGELO _________________________________________ Name: Peter P. D'Angelo Title: Attorney-in-Fact Page 9 of 11 Pages EXHIBIT INDEX Page No. -------- A. Joint Acquisition Statement pursuant to Rule 13d-1(k)(1)........ 10 B. Power of Attorney dated as of January 8, 1998 granted by Bruce S. Kovner in favor of Peter P. D'Angelo................ 11 EX-99 2 EXHIBIT 99.A - JOINT ACQUISITION STATEMENT Page 10 of 11 Pages EXHIBIT A JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Date: October 21, 1999 CAXTON INTERNATIONAL LIMITED By:/S/ NITIN AGGARWAL _________________________________________ Name: Nitin Aggarwal Title: President By:/S/ MAXWELL QUINN _________________________________________ Name: Maxwell Quinn Title: Director and Secretary CAXTON ASSOCIATES, L.L.C. By:/S/ SCOTT BERNSTEIN _________________________________________ Name: Scott Bernstein Title: Vice President and General Counsel BRUCE S. KOVNER By:/S/ PETER P. D'ANGELO _________________________________________ Name: Peter P. D'Angelo Title: Attorney-in-Fact EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 11 of 11 Pages EXHIBIT B POWER OF ATTORNEY The undersigned hereby appoints Peter P. D'Angelo the undersigned's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him in his name, place and stead and in his individual capacity, to execute and deliver on behalf of the undersigned all applications, reports or documents filed pursuant to (i) the Securities Exchange Act of 1934, as amended or any rule or regulation thereunder, including, without limitation, Schedules 13D, 13F and 13G, and Forms 3 and 4, and (ii) the Securities Act of 1933, as amended, or any rule or regulation thereunder, including, without limitation, Forms 144, and any amendments to said applications, reports or documents, and any and all instruments, affidavits and exhibits necessary or desirable in connection therewith, and to take all other necessary and lawful action in connection therewith. This Power of Attorney shall remain in effect with respect to Mr. D'Angelo until revoked by the undersigned. The Power of Attorney hereby granted is coupled with an interest and shall survive and shall not be affected by the subsequent disability, incompetency or death of the undersigned. IN WITNESS WHEREOF, I have herewith set my hand this 8th day of January, 1998. /S/ BRUCE S. KOVNER ________________________________________ Bruce S. Kovner STATE OF NEW YORK ) : SS.: COUNTY OF NEW YORK ) On the 8th day of January, 1998 before me personally came Bruce S. Kovner, to me known, and known to me to be the individual described in, and who executed the foregoing instrument, and he acknowledged to me that he executed the same. /S/ TERESA F. BROOKS ________________________________________ Teresa F. Brooks Notary Public, State of New York No 018R5034553 Qualified in New York County Commission expires October 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----